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<br />ARTICLE VIII <br />INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS <br /> <br />Pursuant to 97-129-107 C.R.S. as amended, each Director, Officer, Employee or <br />Agent ofthe corporation (and his heirs, executors and administrators) shall be indemnified <br />by the corporation against expenses reasonably incurred by or imposed upon hirn in <br />connection with or arising out of any action, suit or proceeding in which he may be involved <br />or to which he may be made a party by reason of his being or having been a Director, <br />Officer, Employee or Agent of the corporation, or at its request, of any other corporation <br />of which it is a shareholder or creditor and from which he is not entitled to be indemnified <br />(whether or not he continues to be a director or officer at the time of imposing or incurring <br />such expenses), to the fullest extent permitted by the laws of Colorado, as they exist or <br />may hereafter be amended, including in circumstances in which indemnification is <br />otherwise discretionary under Colorado law, in accordance with and subject to the <br />limitations which may be contained in the bylaws of the corporation from time to time in <br />effect. The foregoing right of indemnification shall not be exclusive of other rights to which <br />he may be entitled under applicable state statutes. <br /> <br />ARTICLE IX <br />LIMITATIONS ON LIABILITY (DIRECTORS) <br /> <br />Directors of the corporation shall have no personal liability to the corporation for <br />monetary damages for breach of a fiduciary duty as a Director. Nothing contained herein <br />shall be construed, however, to eliminate or limit the liability of a Director to the corporation <br />for monetary damages for a breach of the Director's duty of loyalty to the corporation; acts <br />or omissions not made in good faith or which involve intentional misconduct or a knowing <br />violation of law; acts specified in 7-128-402 C.R.S., as amended; orfrom any transaction <br />for which the Director derived an improper personal benefit. <br /> <br />IN WITNESS WHEREOF, we have hereunto set our hands and seals on this <br />11'f/., day of June, 2002. <br /> <br />i <br />/ / / .0. <br />/1'/ 1/1/,.:(-::/1"/- /ruA-----., <br />Wayne Miller / <br />319 10th Street <br />Windsor, CO 80550 <br /> <br />F:\KFL\KERN.RESERVOIRIARTlCLES.INCORPORATION <br /> <br />4 <br />